Regulatory Disclaimer

Effective Date: March 25, 2026

This Regulatory Disclaimer (the "Disclaimer") applies to all content, communications, websites, portals, forms, proposals, presentations, memoranda, engagement letters, service descriptions, calls, emails, and other materials issued by Financely ( "Financely", "we", "us", "our") and any related platform, intake form, quote page, or client portal (the "Platform"). By accessing the Platform, submitting information to us, requesting a quote, booking a consultation, signing an engagement, or otherwise interacting with our Services, you ( "Client", "you", "your") acknowledge and agree to this Disclaimer.

Financely is not a securities broker-dealer. We are not registered as a broker-dealer, securities dealer, investment dealer, or public placement intermediary. We operate as a private debt and specialty finance advisory firm on a best efforts basis.

Where regulated execution is required, licensed third parties are brought in. Depending on the mandate, jurisdiction, product type, investor category, or transaction structure, Financely may coordinate with appropriately licensed placement agents, broker-dealers, securities firms, regulated lenders, law firms, or other authorized professionals to execute or support the mandate.

1) Regulatory Status And Scope

1.1 Advisory And Structuring Role

Financely provides advisory, structuring, underwriting preparation, packaging, transaction coordination, lender approach strategy, capital introduction support, and mandate management services in relation to private credit, private debt, specialty finance, trade finance, project finance, commercial real estate finance, business acquisition finance, receivables finance, and related institutional or private capital solutions.

1.2 Best Efforts Basis

All Services are provided on a best efforts basis unless a written agreement expressly states otherwise. Financely does not guarantee capital raising, debt placement, approvals, closings, investor participation, lender interest, issuance of instruments, execution timing, pricing, or transaction completion.

2) Private Debt Placement Only

2.1 Private Market Activity

Financely’s role is limited to private market mandates and private debt or specialty finance transactions. Our work is directed toward non-public, negotiated transactions involving private lenders, private credit funds, family offices, institutional counterparties, specialist finance providers, or other eligible market participants, subject to applicable law and deal-specific restrictions.

2.2 No Public Capital Markets Activity

Financely does not operate a public securities market business, does not underwrite public offerings, does not run an exchange, does not maintain a multilateral trading facility, and does not engage in retail securities distribution to the public.

3) Not A Securities Broker-Dealer

3.1 No Broker-Dealer Registration Claimed

Financely is not a securities broker-dealer and does not hold itself out as one. We do not represent that we are licensed to effect securities transactions for the account of others in any jurisdiction where such licensing or registration is required.

3.2 No Securities Execution In Unlicensed Capacity

To the extent a mandate may involve activities that constitute securities brokerage, securities placement, securities solicitation, capital markets intermediation, investment services, or any other regulated activity under applicable law, Financely does not perform such regulated activity in an unlicensed capacity.

3.3 No Holding Out Beyond Legal Scope

Any references on our Platform or in our materials to capital raising, debt placement, investor access, introductions, structuring support, placement support, or transaction execution assistance must be read subject to this Disclaimer, the applicable engagement letter, and the limits imposed by relevant law, regulation, and licensing requirements.

Important: Nothing on this page should be read as a claim that Financely independently conducts regulated securities brokerage activity where a license, registration, approval, or regulated intermediary status is required.

4) Use Of Licensed Third Parties Where Required

4.1 Regulated Participants May Be Engaged

Where a transaction requires regulated execution, licensed intermediation, securities placement, investor solicitation by an authorized person, fund marketing by a regulated entity, legal sign-off, escrow, custody, trustee services, or other regulated functions, Financely may involve appropriately licensed or otherwise authorized third parties.

4.2 Types Of Third Parties

These third parties may include, without limitation, licensed broker-dealers, placement agents, securities firms, regulated lenders, law firms, compliance consultants, trustees, escrow agents, fund administrators, corporate service providers, paying agents, collateral agents, licensed insurance intermediaries, and other specialized service providers.

4.3 Role Allocation Depends On The Mandate

The identity, role, jurisdiction, and scope of any such third party will depend on the structure, investor base, legal classification of the instrument, marketing restrictions, distribution method, and the countries involved. Not every mandate requires a licensed third party, but where one is required, Financely reserves the right to structure the mandate around such third party participation.

4.4 No Client Right To Bypass Required Participants

If Financely determines that a licensed third party, regulated execution channel, or specialist adviser is required for lawful or prudent execution, the Client must cooperate with that structure. Refusal to do so may result in delay, suspension, or termination of the mandate.

Operational position:

Financely may originate, assess, package, coordinate, and support private debt mandates, but where the law or deal structure requires regulated execution, the relevant step is handled through licensed third parties or other properly authorized participants.

5) Jurisdictional And Regulatory Limits

5.1 Laws Vary By Country

Regulatory treatment differs across jurisdictions. The same activity may be permitted in one country, restricted in another, and licensable in a third. Financely does not represent that any transaction is lawful, marketable, or executable in every jurisdiction.

5.2 Eligibility Restrictions Apply

Certain opportunities may be limited to professional clients, qualified purchasers, accredited investors, eligible counterparties, institutional parties, or other legally recognized categories. Financely may refuse to proceed with a mandate if eligibility, compliance, onboarding, or marketing restrictions are not satisfied.

5.3 Cross-Border Constraints

Cross-border mandates may require separate analysis of securities laws, private placement exemptions, financial promotion rules, anti-money laundering controls, sanctions screening, data protection rules, tax considerations, local licensing rules, and documentary requirements. Financely does not assume responsibility for any jurisdiction unless expressly stated in writing.

6) No Public Offer, Retail Solicitation, Or General Securities Dealing

6.1 No Public Offer

Nothing on the Platform or in any communication issued by Financely constitutes a public offer of securities, a prospectus, an offering memorandum to the general public, or a solicitation directed at retail investors.

6.2 Informational Materials Only

Any website page, proposal, memorandum, presentation, summary, term sheet draft, screening form, intake form, or discussion material is provided for general informational, transaction evaluation, or mandate assessment purposes only unless and until definitive documentation is issued through the proper channel.

6.3 No General Dealing Activity

Financely does not operate as a market maker, dealer inventory platform, securities exchange participant, retail order taker, or discretionary investment manager.

7) Nature Of Our Services

7.1 Typical Scope

Our Services may include intake review, transaction assessment, risk identification, structuring recommendations, document requests, credit presentation preparation, lender-facing packaging, private debt market positioning, counterparty coordination, data room support, mandate management, and process support through closing or decline.

7.2 No Fiduciary Or Agency Relationship Unless Agreed

Financely does not act as your fiduciary, discretionary investment manager, securities custodian, trustee, or legal representative unless a written agreement expressly provides otherwise and applicable law permits it.

7.3 No Bank Or Direct Lender Status

Financely is not a bank, not a deposit-taking institution, not an issuing bank, and not a direct lender unless explicitly stated for a particular transaction through separate documentation. We do not hold client deposits and do not represent that we ourselves will provide financing.

What Financely Does

Advisory, structuring, packaging, transaction management, private debt placement support, lender approach strategy, and coordination with third-party professionals where necessary.

What Financely Does Not Claim

Unlicensed securities brokerage, public securities distribution, guaranteed funding, unrestricted investor solicitation in every jurisdiction, or legal execution of regulated activities without the required licenses.

8) Fees, Compensation, And Execution Roles

8.1 Fees Are For Services Rendered

Fees paid to Financely compensate advisory work, structuring effort, underwriting preparation, transaction packaging, coordination, mandate management, and related professional services. They are not payments for guaranteed capital, guaranteed investor participation, or guaranteed closing.

8.2 Separate Compensation May Apply To Third Parties

Licensed third parties, legal counsel, escrow providers, trustees, administrators, compliance specialists, or other service providers may have separate fees, retainers, success fees, commissions, or pass-through expenses. These may be payable by the Client directly or indirectly depending on the transaction structure and written mandate terms.

8.3 Financely May Decline Improper Structures

Financely reserves the right to decline or terminate mandates that, in our judgment, would require unlawful activity, improper solicitation, mischaracterization of our role, use of our materials outside agreed parameters, or attempts to avoid required regulated participants.

9) No Legal, Tax, Investment, Or Regulatory Advice

9.1 Independent Advice Required

Financely does not provide legal advice, tax advice, accounting advice, investment advice, securities law advice, or formal regulatory opinions. Clients must obtain independent advice from appropriately qualified professionals before acting on any transaction, structure, instrument, or funding strategy.

9.2 No Substitute For Local Counsel

Cross-border and securities-sensitive transactions should be reviewed by competent local counsel and, where appropriate, by regulated intermediaries. The Client is responsible for obtaining those reviews unless expressly included in a written scope of work.

10) Client Responsibility And Compliance Cooperation

10.1 Accurate Disclosure Required

The Client must provide accurate, complete, and non-misleading information at all times. Financely may rely on information supplied by the Client without independent verification unless otherwise agreed.

10.2 Compliance Cooperation

The Client must cooperate with KYC, AML, sanctions screening, source of funds checks, investor eligibility checks, licensing reviews, document requests, and any compliance procedures required by Financely or by any third party involved in the mandate.

10.3 No Misuse Of Our Materials

The Client may not use Financely’s name, materials, proposals, transaction summaries, or engagement documents to imply regulatory status, authorization, or guaranteed funding beyond what is expressly stated in writing.

11) Priority Of Written Engagement Terms

11.1 Engagement Terms Control Specific Mandates

If Financely and the Client enter into a signed engagement letter, mandate agreement, advisory agreement, or similar written contract, that written contract governs the particular mandate. This Disclaimer continues to apply to the fullest extent not inconsistent with the signed agreement.

11.2 Amendments Must Be In Writing

No statement by email, call, message, proposal draft, website text, or informal communication modifies this Disclaimer unless expressly confirmed in a written agreement signed by the relevant parties.

Disclaimer: Financely is a private debt and specialty finance advisory firm. Financely is not a securities broker-dealer and does not claim to perform regulated securities brokerage activity in any jurisdiction where such activity requires registration, licensing, or authorization. Financely provides advisory, structuring, packaging, and private debt placement support on a best efforts basis. Where a mandate requires regulated execution, securities placement, licensed solicitation, or other authorized activity, Financely may involve licensed third parties or other properly authorized professionals. Nothing on this page or on the Platform constitutes legal, tax, accounting, investment, or regulatory advice, nor does it constitute a public offer or solicitation to buy or sell securities. All mandates remain subject to applicable law, eligibility rules, diligence, compliance review, definitive documentation, and third-party approval.